SYKES ENTERPRISES, INCORPORATED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2007
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No. 0-28274
Sykes Enterprises, Incorporated
(Exact name of Registrant as specified in its charter)
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Florida
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56-1383460 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
400 North Ashley Drive, Tampa, FL 33602
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (813) 274-1000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of April 20, 2007, there were 40,558,159 outstanding shares of common stock.
Sykes Enterprises, Incorporated and Subsidiaries
INDEX
2
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
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March 31, |
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December 31, |
|
(in thousands, except for per share data) |
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2007 |
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2006 |
|
Assets |
|
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|
|
|
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Current assets: |
|
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
158,300 |
|
|
$ |
158,580 |
|
Receivables, net |
|
|
120,060 |
|
|
|
115,016 |
|
Prepaid expenses and other current assets |
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21,422 |
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|
14,666 |
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Assets held for sale |
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509 |
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|
509 |
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Total current assets |
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300,291 |
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|
288,771 |
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|
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Property and equipment, net |
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67,536 |
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|
66,205 |
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Goodwill, net |
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20,261 |
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|
20,422 |
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Intangibles, net |
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7,546 |
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|
8,004 |
|
Deferred charges and other assets |
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|
31,634 |
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|
|
32,171 |
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|
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|
|
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$ |
427,268 |
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$ |
415,573 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
19,608 |
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$ |
19,270 |
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Accrued employee compensation and benefits |
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37,292 |
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|
39,549 |
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Deferred grants related to assets held for sale |
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|
332 |
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|
332 |
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Income taxes payable |
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1,528 |
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5,445 |
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Deferred revenue |
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28,302 |
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30,724 |
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Other accrued expenses and current liabilities |
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9,871 |
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9,555 |
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Total current liabilities |
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96,933 |
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104,875 |
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Deferred grants |
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10,568 |
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10,811 |
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Long-term income tax liabilities |
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7,224 |
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Other long-term liabilities |
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8,639 |
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8,414 |
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Total liabilities |
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123,364 |
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124,100 |
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Shareholders equity: |
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Preferred stock, $0.01 par value, 10,000 shares
authorized; no shares issued and outstanding |
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Common stock, $0.01 par value, 200,000 shares authorized;
45,503 and 45,254 shares issued |
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455 |
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453 |
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Additional paid-in capital |
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180,162 |
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179,021 |
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Retained earnings |
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167,143 |
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158,058 |
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Accumulated other comprehensive income (loss) |
|
|
8,072 |
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5,869 |
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355,832 |
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343,401 |
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Treasury stock at cost: 4,703 shares and 4,703 shares |
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(51,928 |
) |
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|
(51,928 |
) |
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Total shareholders equity |
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303,904 |
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|
291,473 |
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$ |
427,268 |
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$ |
415,573 |
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See accompanying notes to condensed consolidated financial statements.
3
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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March 31, |
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(in thousands, except for per share data) |
|
2007 |
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2006 |
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Revenues |
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$ |
168,001 |
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$ |
131,087 |
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Operating expenses: |
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Direct salaries and related costs |
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105,871 |
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83,016 |
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General and administrative |
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48,555 |
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41,004 |
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Impairment of long-lived assets |
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|
382 |
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Total operating expenses |
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154,426 |
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124,402 |
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Income from operations |
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13,575 |
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6,685 |
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Other income (expense): |
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Interest income |
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1,349 |
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|
921 |
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Interest expense |
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(153 |
) |
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|
(93 |
) |
Income from rental operations, net |
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|
510 |
|
Other expense |
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(319 |
) |
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(362 |
) |
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Total other income (expense) |
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877 |
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976 |
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Income before provision for income taxes |
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14,452 |
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7,661 |
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Provision for income taxes |
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2,653 |
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|
1,762 |
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Net income |
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$ |
11,799 |
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|
$ |
5,899 |
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Net income per share: |
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Basic |
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$ |
0.29 |
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$ |
0.15 |
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Diluted |
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$ |
0.29 |
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$ |
0.15 |
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Weighted average shares: |
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Basic |
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40,299 |
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|
39,451 |
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|
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Diluted |
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|
40,550 |
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|
39,819 |
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See accompanying notes to condensed consolidated financial statements.
4
Sykes Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders Equity
Three Months Ended March 31, 2006, Nine Months Ended December 31, 2006 and
Three Months Ended March 31, 2007
(Unaudited)
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Common |
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Accumulated |
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Stock |
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Additional |
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Other |
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Deferred |
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Shares |
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Paid-in |
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Retained |
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Comprehensive |
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Stock |
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Treasury |
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(In thousands) |
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Issued |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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|
Compensation |
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|
Stock |
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Total |
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|
Balance at January 1, 2006 |
|
|
44,009 |
|
|
$ |
440 |
|
|
$ |
165,674 |
|
|
$ |
115,735 |
|
|
$ |
(3,435 |
) |
|
$ |
(355 |
) |
|
$ |
(51,969 |
) |
|
$ |
226,090 |
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|
Reclassification of
deferred stock compensation
balance upon adoption of
SFAS 123R |
|
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|
|
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|
(355 |
) |
|
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|
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|
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|
355 |
|
|
|
|
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|
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|
Issuance of common stock |
|
|
122 |
|
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|
1 |
|
|
|
882 |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
883 |
|
Stock-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
423 |
|
Excess tax benefit from
stock-based compensation |
|
|
|
|
|
|
|
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175 |
|
Issuance of common stock
under Deferred Compensation
Plan and held in rabbi
trust, net of settlements |
|
|
1 |
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
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|
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|
41 |
|
|
|
111 |
|
Issuance of restricted
common stock |
|
|
252 |
|
|
|
3 |
|
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|
(3 |
) |
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|
|
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|
Issuance of common stock to
Board of Directors
previously deferred under
the 1996 Non-employee
Director Fee Plan |
|
|
14 |
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
Modification of Deferred
Compensation Plan |
|
|
|
|
|
|
|
|
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142 |
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,899 |
|
|
|
2,021 |
|
|
|
|
|
|
|
|
|
|
|
7,920 |
|
|
|
|
|
Balance at March 31, 2006 |
|
|
44,398 |
|
|
|
444 |
|
|
|
167,055 |
|
|
|
121,634 |
|
|
|
(1,414 |
) |
|
|
|
|
|
|
(51,928 |
) |
|
|
235,791 |
|
|
Issuance of common stock |
|
|
538 |
|
|
|
7 |
|
|
|
3,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,459 |
|
Stock-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
2,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,037 |
|
Excess tax benefit from
stock- based compensation |
|
|
|
|
|
|
|
|
|
|
2,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,180 |
|
Issuance of restricted
common stock |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modification of Deferred
Compensation Plan |
|
|
|
|
|
|
|
|
|
|
(102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(102 |
) |
Issuance of common stock
for business acquisition |
|
|
270 |
|
|
|
2 |
|
|
|
4,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,401 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,424 |
|
|
|
8,327 |
|
|
|
|
|
|
|
|
|
|
|
44,751 |
|
Adjustment upon adoption of
SFAS 158, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
|
|
(1,044 |
) |
|
|
|
|
Balance at December 31, 2006 |
|
|
45,254 |
|
|
|
453 |
|
|
|
179,021 |
|
|
|
158,058 |
|
|
|
5,869 |
|
|
|
|
|
|
|
(51,928 |
) |
|
|
291,473 |
|
|
Adjustment
upon adoption of
FIN 48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,714 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,714 |
) |
Issuance of common stock |
|
|
34 |
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164 |
|
Stock-based
compensation expense |
|
|
|
|
|
|
|
|
|
|
979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
979 |
|
Issuance of
restricted common stock |
|
|
215 |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,799 |
|
|
|
2,203 |
|
|
|
|
|
|
|
|
|
|
|
14,002 |
|
|
|
|
|
Balance at March 31, 2007 |
|
|
45,503 |
|
|
$ |
455 |
|
|
$ |
180,162 |
|
|
$ |
167,143 |
|
|
$ |
8,072 |
|
|
$ |
|
|
|
$ |
(51,928 |
) |
|
$ |
303,904 |
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
5
Sykes
Enterprises, Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2007 and 2006
(Unaudited)
|
|
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
11,799 |
|
|
$ |
5,899 |
|
Depreciation and amortization |
|
|
5,980 |
|
|
|
6,064 |
|
Stock compensation expense |
|
|
979 |
|
|
|
423 |
|
Deferred income tax benefit |
|
|
(272 |
) |
|
|
|
|
Net gain on disposal of property and equipment |
|
|
3 |
|
|
|
9 |
|
(Reversals of) termination costs associated with exit activities |
|
|
(48 |
) |
|
|
825 |
|
Foreign exchange gain on liquidation of foreign entities |
|
|
(2 |
) |
|
|
(2 |
) |
Impairment of long-lived assets |
|
|
|
|
|
|
382 |
|
Bad debt expense (reversals) |
|
|
4 |
|
|
|
(96 |
) |
Unrealized loss (gain) on financial instruments, net of losses |
|
|
94 |
|
|
|
(24 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables |
|
|
(4,761 |
) |
|
|
(851 |
) |
Prepaid expenses and other current assets |
|
|
(4,790 |
) |
|
|
(1,502 |
) |
Deferred charges and other assets |
|
|
834 |
|
|
|
(120 |
) |
Accounts payable |
|
|
(188 |
) |
|
|
(1,083 |
) |
Income taxes receivable/payable |
|
|
697 |
|
|
|
(218 |
) |
Accrued employee compensation and benefits |
|
|
(2,360 |
) |
|
|
(2,530 |
) |
Other accrued expenses and current liabilities |
|
|
187 |
|
|
|
(819 |
) |
Deferred revenue |
|
|
(3,552 |
) |
|
|
1,819 |
|
Other long-term liabilities |
|
|
328 |
|
|
|
226 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4,932 |
|
|
|
8,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(6,364 |
) |
|
|
(4,079 |
) |
Proceeds from sale of property and equipment |
|
|
43 |
|
|
|
|
|
Investment in restricted cash |
|
|
(893 |
) |
|
|
|
|
Other |
|
|
3 |
|
|
|
(200 |
) |
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(7,211 |
) |
|
|
(4,279 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of stock |
|
|
164 |
|
|
|
883 |
|
Excess tax benefit from stock-based compensation |
|
|
|
|
|
|
175 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
164 |
|
|
|
1,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rates on cash |
|
|
1,835 |
|
|
|
1,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(280 |
) |
|
|
6,349 |
|
Cash and cash equivalents beginning |
|
|
158,580 |
|
|
|
127,612 |
|
|
|
|
|
|
|
|
Cash and cash equivalents ending |
|
$ |
158,300 |
|
|
$ |
133,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during period for interest |
|
$ |
67 |
|
|
$ |
127 |
|
Cash paid during period for income taxes |
|
$ |
2,272 |
|
|
$ |
2,195 |
|
See accompanying notes to condensed consolidated financial statements.
6
Sykes
Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Sykes Enterprises, Incorporated and consolidated subsidiaries (Sykes or the Company) provides
outsourced customer contact management solutions and services in the business process outsourcing
arena to companies, primarily within the communications, technology/consumer, financial services,
healthcare, and transportation and leisure industries. Sykes provides flexible, high quality
outsourced customer contact management services (with an emphasis on inbound technical support and
customer service), which includes customer assistance, healthcare and roadside assistance,
technical support and product sales to its clients customers. Utilizing Sykes integrated
onshore/offshore global delivery model, Sykes provides its services through multiple communications
channels encompassing phone, e-mail, Web and chat. Sykes complements its outsourced customer
contact management services with various enterprise support services in the United States that
encompass services for a companys internal support operations, from technical staffing services to
outsourced corporate help desk services. In Europe, Sykes also provides fulfillment services
including multilingual sales order processing via the Internet and phone, inventory control,
product delivery and product returns handling. The Company has operations in two geographic regions
entitled (1) the Americas, which includes the United States, Canada, Latin America, India and the
Asia Pacific Rim, in which the client base is primarily companies in the United States that are
using the Companys services to support their customer management needs; and (2) EMEA, which
includes Europe, the Middle East, and Africa.
Note 1 Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America
(generally accepted accounting principles) for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the three months ended
March 31, 2007 are not necessarily indicative of the results that may be expected for any future
quarters or the year ending December 31, 2007. For further information, refer to the consolidated
financial statements and notes thereto, included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2006, as filed with the Securities and Exchange Commission (SEC).
Stock-Based Compensation The Company has three stock-based compensation plans: the 2001 Equity
Incentive Plan (for employees and certain non-employees), the 2004 Non-Employee Director Fee Plan
(for non-employee directors), both approved by the shareholders, and the Deferred Compensation Plan
(for certain eligible employees), which are discussed more fully in Note 11. Stock-based awards
under these plans may consist of common stock, common stock units, stock options, cash-settled or
stock-settled stock appreciation rights, restricted stock and other stock-based awards. The Company
issues common stock to satisfy stock option exercises or vesting of stock awards.
The Company recognizes in its income statement the grant-date fair value of stock options and other
equity-based compensation issued to employees and directors. Compensation expense for equity-based
awards is recognized over the requisite service period, usually the vesting period, while
compensation expense for liability-based awards (those usually settled in cash rather than stock)
is measured to fair-value at each balance sheet date until the award is settled.
Investments Held in Rabbi Trust -As more fully described under Deferred Compensation Plan in Note
11, securities held in a rabbi trust for a supplemental nonqualified executive retirement program
include the fair market value of investments in various mutual funds and shares of the Companys
common stock. The fair market value of these investments is determined by quoted market prices and
is adjusted to the current market price at the end of each reporting period. The investments held
in mutual funds, classified as trading securities, had a fair market value of approximately $1.2
million and $1.0 million at March 31, 2007 and December 31, 2006 and are included in Prepaid
expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets. These
investments were comprised of 81% equity securities and 19% debt securities at March 31, 2007 and
79% equity securities and 21% debt securities at December 31, 2006. As of March 31, 2007 and
December 31, 2006, Accumulated other comprehensive income (loss) in the accompanying Condensed
Consolidated Balance Sheets included approximately $0.1 million and $0.1 million in unrealized
gains, respectively, from holding these
7
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Investments Held in Rabbi Trust (continued)
investments. During the three months ended March 31, 2007 and 2006, the Company recorded less than
$0.1 million and $0.1 million, respectively, in compensation expense associated with these
investments, which is included in General and administrative in the accompanying Condensed
Consolidated Statements of Operations.
The investments held in the Companys common stock had a carrying value of approximately $0.4
million and $0.4 million at March 31, 2007 and December 31, 2006, respectively, and are included in
Treasury Stock in the accompanying Condensed Consolidated Balance Sheets.
Goodwill -The Company accounts for goodwill and other intangible assets utilizing SFAS No. 142
(SFAS 142), Goodwill and Other Intangible Assets. According to this statement, goodwill and other
intangible assets with indefinite lives must be reviewed at least annually, and more frequently in
the presence of certain circumstances, for impairment by applying a fair value based test. Fair
value for goodwill is based on discounted cash flows, market multiples and/or appraised values as
appropriate. Under SFAS 142, the carrying value of assets is calculated at the lowest levels for
which there are identifiable cash flows (the reporting unit). If the fair value of the reporting
unit is less than its carrying value, an impairment loss is recorded to the extent that the fair
value of the goodwill within the reporting unit is less than its carrying value. The Company
expects to receive future benefits from previously acquired goodwill over an indefinite period of
time.
Intangible Assets - Intangible assets, primarily customer relationships, existing technologies and
covenants not to compete, are amortized using the straight-line method over their estimated period
of benefit, generally ranging from two to fifteen years. The Company periodically evaluates the
recoverability of intangible assets and takes into account events or changes in circumstances that
warrant revised estimates of useful lives or that indicate that impairment exists.
Property and Equipment The carrying value of property and equipment to be held and used is
evaluated for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable in accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. An asset is considered to be impaired when the sum of the
undiscounted future net cash flows expected to result from the use of the asset and its eventual
disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is
measured as the amount by which the carrying value of the asset exceeds its estimated fair value,
which is generally determined based on appraisals or sales prices of comparable assets.
Occasionally, the Company redeploys property and equipment from under-utilized centers to other
locations to improve capacity utilization if it is determined that the related undiscounted future
cash flows in the under-utilized centers would not be sufficient to recover the carrying amount of
these assets. During the three months ended March 31, 2006, based on the Companys evaluation for
impairment, the Company recorded a $0.4 million impairment charge for property and equipment in one
of its underutilized European customer contact management centers. This impairment charge
represented the amount by which the carrying value of the assets exceeded the estimated fair value
of those assets which cannot be redeployed to other locations. Except as noted above, as of March
31, 2007, the Company determined that its property and equipment was not impaired, including the
idle facility in Perry County, Kentucky, which is being held and used for future use in the
Companys operations and increased demand for services.
On September 13, 2006, the Company sold its third party leased U.S. customer contact management
centers located in Palatka, Florida, Pikeville, Kentucky, Ada, Oklahoma, and Manhattan, Kansas to
an unrelated third party for cash totaling $14.6 million, net of selling costs, resulting in a net
gain of $13.9 million. The net book value of the facilities of $6.3 million and other related
assets of $0.5 million were offset by the related deferred grants of $6.1 million. The cost of the
neighboring vacant land at these locations of $0.5 million, currently held for sale, is classified
as Assets held for sale in the accompanying Condensed Consolidated Balance Sheets as of March 31,
2007 and December 31, 2006 and the related deferred grants of $0.3 million are shown in current
liabilities.
8
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Foreign Currency Translation - The assets and liabilities of the Companys foreign subsidiaries,
whose functional currency is other than the U.S. Dollar, are translated at the exchange rates in
effect on the reporting date, and income and expenses are translated at the weighted average
exchange rate during the period. The net effect of translation gains and losses is not included in
determining net income, but is included in Accumulated other comprehensive income (loss), which
is reflected as a separate component of shareholders equity until the sale or until the complete
or substantially complete liquidation of the net investment in the foreign subsidiary. Foreign
currency transactional gains and losses are included in Other income (expense) in the
accompanying Condensed Consolidated Statements of Operations.
Foreign Currency and Derivative Instruments The Company accounts for financial derivative
instruments utilizing SFAS No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging
Activities, as amended. The Company generally utilizes non-deliverable forward contracts expiring
within one to twenty-four months to reduce its foreign currency exposure due to exchange rate
fluctuations on forecasted cash flows denominated in foreign currencies. Upon proper qualification,
these contracts are accounted for as cash-flow hedges, as defined by SFAS 133. These contracts are
entered into to protect against the risk that the eventual cash flows resulting from such
transactions will be adversely affected by changes in exchange rates. In using derivative financial
instruments to hedge exposures to changes in exchange rates, the Company exposes itself to
counterparty credit risk.
All derivatives, including foreign currency forward contracts, are recognized in the balance sheet
at fair value. Fair values for the Companys derivative financial instruments are based on quoted
market prices of comparable instruments or, if none are available, on pricing models or formulas
using current market and model assumptions. On the date the derivative contract is entered into,
the Company determines whether the derivative contract should be designated as a cash flow hedge.
Changes in the fair value of derivatives that are highly effective and designated as cash flow
hedges are recorded in Accumulated other comprehensive income (loss), until the forecasted
underlying transactions occur. Any realized gains or losses resulting from the cash flow hedges are
recognized together with the hedged transaction in the Condensed Consolidated Statement of
Operations within Revenues. Changes in the fair value of the forward contracts attributable to
the difference in the spot and forward exchange rates are excluded from the assessment of hedge
effectiveness and recognized in the Condensed Consolidated Statements of Operations within Other
income (expense).
The Company formally documents all relationships between hedging instruments and hedged items, as
well as its risk management objective and strategy for undertaking various hedging activities. This
process includes linking all derivatives that are designated as cash flow hedges to forecasted
transactions. The Company also formally assesses, both at the hedges inception and on an ongoing
basis, whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in cash flows of hedged items on a prospective and retrospective basis. When it
is determined that a derivative is not highly effective as a hedge or that it has ceased to be a
highly effective hedge or if a forecasted hedge is no longer probable of occurring, the Company
discontinues hedge accounting prospectively. At March 31, 2007, all hedges were determined to be
highly effective.
The Company also periodically enters into forward contracts that are not designated as hedges. The
purpose of these derivative instruments is to reduce the effects on its operating results and cash
flows from fluctuations caused by volatility in currency exchange rates. The Company records
changes in the fair value of these derivative instruments in the Condensed Consolidated Statements
of Operations within Other income (expense). See Note 3 for further information on financial
derivative instruments.
Recent Accounting Pronouncements In July 2006, the FASB issued FASB Interpretation 48 (FIN 48),
Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in accordance with FASB Statement No. 109 (SFAS
109), Accounting for Income Taxes. FIN 48 provides guidance on the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48
also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosures, and transition. The Company adopted the provisions of
9
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 1 Basis of Presentation and Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements (continued)
FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a
$2.8 million increase in the liability for unrecognized tax benefits, including interest and
penalties, of which $2.7 million was accounted for as a reduction to the January 1, 2007 balance of
retained earnings. See Note 8 Income Taxes for further information.
In September 2006, the FASB issued SFAS No. 157 (SFAS 157), Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years ending on or after November 15, 2007. The Company is currently
evaluating the impact of this standard on its financial condition, results of operations and cash
flows.
In September 2006, the FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS 158 requires a company to (a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a plans underfunded status (b) measure a
plans assets and its obligations that determine its funded status as of the end of the employers
fiscal year, and (c) recognize changes in the funded status of a defined postretirement plan in the
year in which the changes occur (reported in accumulated other comprehensive income).
Subsequently, the FASB issued Staff Position No. 158-1, Conforming Amendments to the Illustrations
in FASB Statements No. 87, No. 88, and No. 106 and to the Related Staff Implementation Guidance to
amend the illustrations contained in the appendices, of Statements 87, 88, and 106 to require
recognition of the funded status of defined benefit postretirement plans in an employers statement
of financial position. The Company adopted the recognition provisions of SFAS 158, which were
effective on December 31, 2006, resulting in a $1.0 million non-cash charge to equity, net of
deferred taxes of $0.6 million and a $1.6 million non-cash increase in total liabilities. See Note
12 Pension, for further information. The requirement to
measure the plan assets and benefit obligations as of a companys year-end balance sheet date is
effective for fiscal years ending after December 15, 2008.
In November 2006, the EITF reached a tentative conclusion on Issue No. 06-10 (EITF 06-10),
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements. EITF 06-10 provides guidance on the employers
recognition of assets, liabilities and related compensation costs for collateral assignment
split-dollar life insurance arrangements that provide a benefit to an employee that extends into
postretirement periods. The effective date of EITF 06-10 is for fiscal years beginning after
December 15, 2007. The Company is currently evaluating the impact of EITF 06-10 on its financial
condition, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment to FASB Statement No. 115, which
permits an entity to measure certain financial assets and financial liabilities at fair value.
Under SFAS 159, entities that elect the fair value option will report unrealized gains and losses
in earnings at each subsequent reporting date. The fair value option may be elected on an
instrument-by-instrument basis, with few exceptions, as long as it is applied to the instrument in
its entirety. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company
is currently evaluating the impact of this standard on its financial condition, results of
operations and cash flows.
Note 2 Acquisitions and Dispositions
On July 3, 2006, the Company completed the acquisition of all the outstanding shares of capital
stock of Centro Interacción Multimedia, S.A. (Apex), an established customer contact management
solutions and services provider headquartered in the City of Cordoba, Argentina. Apex serves
clients in Argentina, Mexico and the United States. The results of operations of Apex have been
included in the Companys results of operations for its Americas segment beginning in the third
quarter of 2006. Client programs range from in-bound customer care and
10
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 2 Acquisitions and Dispositions (continued)
help-desk/technical support to out-bound sales and cross selling within the business-to-consumer
and certain business-to-business segments for Internet Service Providers, wireless carriers and
credit card companies. The Company acquired these operations to broaden its operations in a growing
market in the communications and financial services verticals. The purchase price for the shares
was $27.4 million less $0.4 million, representing APEXs obligations on certain of its capital
leases as of the closing date, for a net purchase price of $27.0 million, eighty percent of which
($21.6 million) was paid in cash from offshore operations and twenty percent of which ($5.4
million) was paid by the delivery of 330,992 shares of the common stock of the Company, valued at
$16.324 per share. Of the net purchase price of $27.0 million, $5.0 million was paid to an escrow
account (eighty percent in cash and twenty percent in common stock) to secure the sellers
indemnification obligations and to provide for a holdback of the purchase price until amounts
billed by Apex to a major client reach established targets. At the end of a two-year escrow period,
any portion of the cash and stock not retained to satisfy the holdback provisions of the purchase
price will be returned to the sellers. Based on a third-party valuation, the net purchase price of
$27.0 million less the $5.0 million contingent purchase price held in escrow plus direct
acquisition costs of $0.5 million, or $22.5 million, resulted in a purchase price allocation to net
assets of $4.2 million, to purchased intangible assets of $6.9 million (primarily customer
relationships, existing technologies and covenants not to compete) and to goodwill of $14.3 million
less a deferred tax liability of $2.9 million.
On July 3, 2006, after the acquisition of Apex was completed, the Company contributed additional
capital of $1.3 million to Apex for working capital support and general corporate purposes.
The following unaudited pro forma data summarizes the combined results of operations of Sykes and
Apex for all periods presented as if the combination had been consummated on January 1, 2006.
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2006 |
|
Revenues |
|
$ |
137,778 |
|
|
|
|
|
|
Income before provision for income taxes |
|
$ |
9,123 |
|
|
|
|
|
|
Net income |
|
$ |
6,847 |
|
|
|
|
|
|
Net income per diluted share |
|
$ |
0.17 |
|
The purchased intangible assets resulting from acquisitions (other than goodwill) are amortized
over a range of one to fifteen years, resulting in amortization expense of $0.4 million and $0.1
million for the three months ended March 31, 2007 and 2006, respectively, which is included in
General and administrative costs in the accompanying Condensed Consolidated Statements of
Operations. The following table presents the purchased intangible assets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March
31, 2007 |
|
|
December
31, 2006 |
|
Gross Carrying Amount |
|
$ |
9,283 |
|
|
$ |
9,348 |
|
Less: Accumulated Amortization |
|
|
1,737 |
|
|
|
1,344 |
|
|
|
|
|
|
|
|
Net Carrying Amount |
|
$ |
7,546 |
|
|
$ |
8,004 |
|
|
|
|
|
|
|
|
11
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 2 Acquisitions and Dispositions (continued)
Estimated future amortization expense for the five succeeding years excluding the effects of the
contingent purchase price held in escrow is as follows (in thousands):
|
|
|
|
|
Year
Ending December 31, |
|
Amount |
|
2007 (remaining nine months) |
|
$ |
1,066 |
|
2008 |
|
$ |
1,347 |
|
2009 |
|
$ |
1,265 |
|
2010 |
|
$ |
1,238 |
|
2011 |
|
$ |
1,139 |
|
Note 3 Financial Derivatives
The Company had derivative liabilities related to outstanding forward contracts, designated as cash
flow hedges, maturing within nine months, consisting primarily of Philippine peso contracts with a
notional value of $51.7 million at March 31, 2007. These derivatives, totaling $0.2 million, were
classified as other current liabilities as of March 31, 2007.
There were no income tax provision
related to these derivatives at March 31, 2007. A total of $0.1 million of deferred losses on the
derivative instruments as of March 31, 2007 were included in Accumulated other comprehensive
income (loss), a component of shareholders equity. The amount expected to be reclassified to
earnings/ revenue from Accumulated other comprehensive income (loss) during the next 12 months is
$0.1 million.
During the three months ended March 31, 2007, the Company recognized in Other expense a loss of
$0.1 million related to changes in the fair value of the forward contracts attributable to the
difference in the spot and forward exchange rates, which was excluded from the assessment of hedge
effectiveness.
During the three months ended March 31, 2007, the Company recognized in Other expense a loss of
$0.03 million related to changes in the fair value of derivative instruments not designated as
hedges.
Note 4 Deferred Revenue
The components of deferred revenue consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March
31, 2007 |
|
|
December 31, 2006 |
|
Future service |
|
$ |
25,618 |
|
|
$ |
25,403 |
|
Estimated penalties and holdbacks |
|
|
2,684 |
|
|
|
5,321 |
|
|
|
|
|
|
|
|
|
|
$ |
28,302 |
|
|
$ |
30,724 |
|
|
|
|
|
|
|
|
Note 5 Accumulated Other Comprehensive Income (Loss)
The Company presents data in the Condensed Consolidated Statements of Changes in Shareholders
Equity in accordance with SFAS No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130
establishes rules for the reporting of comprehensive income (loss) and its components.
The components of accumulated other comprehensive income (loss) consist of the following (in
thousands):
12
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 5 Accumulated Other Comprehensive Income (Loss) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
Unrealized |
|
|
Unrealized gain |
|
|
|
|
|
|
Currency |
|
|
Actuarial losses |
|
|
(loss) on cash |
|
|
|
|
|
|
Translation |
|
|
Related to |
|
|
Flow hedging |
|
|
|
|
|
|
Adjustment |
|
|
Pension liability |
|
|
instruments |
|
|
Total |
|
|
|
|
Balance at January 1, 2006 |
|
$ |
(3,435 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
(3,435 |
) |
Pre tax amount |
|
|
10,396 |
|
|
|
(481 |
) |
|
|
|
|
|
|
9,915 |
|
Tax effect |
|
|
|
|
|
|
(563 |
) |
|
|
|
|
|
|
(563 |
) |
Reclassification to net income |
|
|
(48 |
) |
|
|
|
|
|
|
|
|
|
|
(48 |
) |
|
|
|
Balance at December 21, 2006 |
|
|
6,913 |
|
|
|
(1,044 |
) |
|
|
|
|
|
|
5,869 |
|
Pre tax amount |
|
|
2,309 |
|
|
|
(20 |
) |
|
|
(86 |
) |
|
|
2,203 |
|
Tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
$ |
9,222 |
|
|
$ |
(1,064 |
) |
|
$ |
(86 |
) |
|
$ |
8,072 |
|
|
|
|
Earnings associated with the Companys investments in its subsidiaries are considered to be
permanently invested and no provision for income taxes on those earnings or translation adjustments
has been provided.
Note 6 Termination Costs Associated with Exit Activities
On November 3, 2005, the Company committed to a plan (the Plan) to reduce its workforce by
approximately 200 people in one of its European customer contact management centers in Germany in
response to the October 2005 contractual expiration of a technology client program, which
previously had generated annual revenues of approximately $12.0 million. The Company expects to
complete the Plan by the end of the second quarter of 2007. The Company estimates total charges
related to the Plan of approximately $1.6 million to $1.9 million. These charges include
approximately $1.3 million to $1.5 million for severance and related costs and $0.1 million to $0.2
million for other exit costs. Additionally, the Company ceased using certain property and equipment
estimated at $0.2 million, and depreciated these assets over a shortened useful life, which
approximated eight months. As a result, the Company recorded additional depreciation of
approximately $0.1 million during the three months ended March 31, 2006. The Company reversed
previously accrued termination costs of less than $0.1 million in Direct salaries and related
costs in the accompanying Condensed Consolidated Statement of Operations for the three months
ended March 31, 2007 due to a change in estimate. Termination costs of $0.8 million are included in
Direct salaries and related costs for the three months ended March 31, 2006. Cash payments
related to termination costs made totaled $0.2 million and $0.5 million for the three months ended
March 31, 2007 and 2006, respectively. Termination costs to date approximate $1.2 million as of
March 31, 2007 with cash payments to date of $0.9 million.
Note 7 Borrowings
On March 15, 2004, the Company entered into a $50.0 million revolving credit facility with a group
of lenders (the Credit Facility), which amount is subject to certain borrowing limitations.
Pursuant to the terms of the Credit Facility, the amount of $50.0 million may be increased up to a
maximum of $100.0 million with the prior written consent of the lenders. The $50.0 million Credit
Facility includes a $10.0 million swingline subfacility, a $15.0 million letter of credit
subfacility and a $40.0 million multi-currency subfacility.
The Credit Facility, which includes certain financial covenants, may be used for general corporate
purposes including acquisitions, share repurchases, working capital support, and letters of credit,
subject to certain limitations. The Credit Facility, including the multi-currency subfacility,
accrues interest, at the Companys option, at (a) the Base Rate (defined as the higher of the
lenders prime rate or the Federal Funds rate plus 0.50%) plus an applicable margin up to 0.50%, or
(b) the London Interbank Offered Rate (LIBOR) plus an applicable margin up to 2.25%.
Borrowings under the swingline subfacility accrue interest at the prime rate plus an applicable
margin up to 0.50% and borrowings under the letter of credit subfacility accrue interest at the
LIBOR plus an applicable margin up to
13
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 7 Borrowings (continued)
2.25%. In addition, a commitment fee of up to 0.50% is charged on the unused portion of the Credit
Facility on a quarterly basis. The borrowings under the Credit Facility are secured by a pledge of
65% of the stock of each of the Companys active direct foreign subsidiaries. The Credit Facility
prohibits the Company from incurring additional indebtedness, subject to certain specific
exclusions. There were no borrowings during the three months ended March 31, 2007 and no
outstanding balances as of March 31, 2007 with $50.0 million availability on the Credit Facility.
On May 4, 2007, the Company amended its Credit Facility extending the term to March 14, 2010. The
amended agreement accrues interest on LIBOR fixed rate loans at LIBOR plus an applicable margin up
to 1.25%, decreases commitment fees to 0.25%, eliminates covenant requirements for tangible net
worth and quick ratio and increases funds available for acquisitions.
Note 8 Income Taxes
The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes on January 1, 2007 and recognized a $2.8 million increase in the
liability for unrecognized tax benefits, including interest and penalties, of which $2.7 million
was accounted for as a reduction to the January 1, 2007 balance of retained earnings. This
adjustment to the beginning balance of retained earnings includes $1.3 million related to transfer
pricing penalties that may be applicable in connection with an income tax audit of our Indian
subsidiary.
As of December 31, 2006 prior to the adoption of FIN 48, the Company had a contingent income tax
liability of $4.2 million, consisting of amounts for subsidiaries located in both the Americas and
EMEA segments that are accounted for in Income taxes payable in the accompanying Condensed
Consolidated Balance Sheet.
Upon adoption of FIN 48 as of January 1, 2007, the Company had $4.5 million of unrecognized tax
benefits. If the Company recognized these tax benefits, approximately $4.5 million would favorably
impact the effective tax rate, in addition to the related interest and penalties. As of March 31,
2007, the Company had $7.2 million of unrecognized tax benefits, which are included in Long-term
income tax liabilities in the accompanying Condensed Consolidated Balance Sheet. With the
exception of amounts that are under examination by income tax authorities, for which an estimate
can not be made due to uncertainties, the Company does not believe it is reasonably possible that
its unrecognized tax benefits will significantly change within the next twelve months.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision
for income taxes. For the three months ended March 31, 2007, the Company recognized $0.2 million
related to interest and penalties and a $0.1 million increase in unrecognized tax benefits. The
Company had $2.6 million and $2.4 million accrued for interest and penalties as of March 31, 2007
and January 1, 2007, respectively.
The Company files income tax returns in the U.S. and foreign jurisdictions. The following table
presents the major tax jurisdictions and tax years that are open as of January 1, 2007 and subject
to examination by the respective tax authorities:
|
|
|
Tax Jurisdiction |
|
Tax Year Ended |
|
Canada
|
|
2002 to present |
Costa Rica
|
|
2003 to present |
Germany
|
|
1996 to present |
India
|
|
2003 to present |
Philippines
|
|
2003 to present |
Scotland
|
|
2001 to present |
United States
|
|
(1997 to 1999)* and 2002 to present |
|
|
|
* |
|
These tax years are open to the extent of the Net Operating Loss carryforward amount. |
14
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 8 Income Taxes (continued)
The Companys effective tax rate was 18.4% and 23.0% for the three months ended March 31, 2007 and
2006, respectively. The 4.6% decrease in the effective tax rate was primarily due to additional
income earned in tax holiday jurisdictions accompanied by the shift in the mix of earnings within
tax jurisdictions and the effects of permanent differences, valuation allowances, foreign
withholdings and other taxes, accrued interest and penalties, and foreign income tax rate
differentials. The differences in the Companys effective tax rate of 18.4% as compared to the U.S.
statutory federal income tax rate of 35.0% was primarily due to additional income earned in tax
holiday jurisdictions; accompanied by the effects of requisite valuation allowances, permanent
differences, foreign withholding and other taxes, accrued interest and penalties, and foreign
income tax rate differentials.
Earnings associated with the Companys investments in its subsidiaries are considered to be
permanently invested and no provision for income taxes on those earnings or translation adjustments
has been provided. Determination of any unrecognized deferred tax liability for temporary
differences related to investments in subsidiaries that are essentially permanent in nature is not
practicable.
The Company is currently under examination in the U.S. by the Tennessee Department of Revenue for
sales and use taxes for periods covering 1998 through 2000. The U.S. Internal Revenue Service
completed audits of the Companys U.S. tax returns for tax years through July 31, 1999 and is
currently auditing the tax years ended July 31, 2002, July 31, 2003, December 31, 2003 and December
31, 2004. Certain German subsidiaries of the Company are under examination by the German tax
authorities for periods covering 1996 through 2004. Additionally, certain Canadian subsidiaries are
under examination by Canadian tax authorities for tax years 2002 through 2003, and a Philippine
subsidiary is being audited by the Philippine tax authorities for tax years 2003 through 2005. The
Indian tax authorities have issued an assessment for the tax year ended March 31, 2004 and are also
examining the tax year ended March 31, 2005.
Note 9 Earnings Per Share
Basic earnings per share are based on the weighted average number of common shares outstanding
during the periods. Diluted earnings per share includes the weighted average number of common
shares outstanding during the respective periods and the further dilutive effect, if any, from
stock options, stock appreciation rights, restricted stock, common stock units and shares held in a
rabbi trust using the treasury stock method. For the three month periods ended March 31, 2007 and
2006, options to purchase shares of common stock of 0.1 million and 0.3 million, respectively, were
antidilutive and were excluded from the calculation of diluted earnings per share.
The numbers of shares used in the earnings per share computations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
Basic: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
40,299 |
|
|
|
39,451 |
|
Diluted: |
|
|
|
|
|
|
|
|
Dilutive effect of stock options, stock
appreciation rights, restricted stock, common
stock units and shares held in a rabbi trust |
|
|
251 |
|
|
|
368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average diluted shares outstanding |
|
|
40,550 |
|
|
|
39,819 |
|
|
|
|
|
|
|
|
On August 5, 2002, the Companys Board of Directors authorized the Company to purchase up to three
million shares of its outstanding common stock. A total of 1.6 million shares have been repurchased
under this program since inception. The shares are purchased, from time to time, through open
market purchases or in negotiated private transactions, and the purchases are based on factors,
including but not limited to, the stock price and general market
15
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 9 Earnings Per Share (continued)
conditions. During the three months ended March 31, 2007, the Company made no purchases under the
2002 repurchase program.
Note 10 Segments and Geographic Information
The Company operates within two regions, the Americas and EMEA which represented 67.8% and
32.2%, respectively, of the Companys consolidated revenues for the three months ended March 31,
2007 and 67.3% and 32.7%, respectively, of the Companys consolidated revenues for the comparable
2006 period. Each region represents a reportable segment comprised of aggregated regional operating
segments, which portray similar economic characteristics. The Company aligns its business into two
segments to effectively manage the business and support the customer care needs of every client and
to respond to the demands of the Companys global customers.
The reportable segments consist of (1) the Americas, which includes the United States, Canada,
Latin America, India and the Asia Pacific Rim, and provides outsourced customer contact management
solutions (with an emphasis on technical support and customer service) and technical staffing and
(2) EMEA, which includes Europe, the Middle East and Africa, and provides outsourced customer
contact management solutions (with an emphasis on technical support and customer service) and
fulfillment services. The sites within Latin America, India and the Asia Pacific Rim are included
in the Americas region given the nature of the business and client profile, which is primarily made
up of U.S. based companies that are using the Companys services in these locations to support
their customer contact management needs.
Information about the Companys reportable segments for the three months ended March 31, 2007
compared to the corresponding prior year period, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
Americas |
|
|
EMEA |
|
|
Other (1) |
|
|
Total |
|
|
|
|
Three Months Ended March 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
113,963 |
|
|
$ |
54,038 |
|
|
|
|
|
|
$ |
168,001 |
|
Depreciation and amortization |
|
$ |
4,912 |
|
|
$ |
1,068 |
|
|
|
|
|
|
$ |
5,980 |
|
|
Income (loss) from operations |
|
$ |
20,053 |
|
|
$ |
2,900 |
|
|
$ |
(9,378 |
) |
|
$ |
13,575 |
|
Other income |
|
|
|
|
|
|
|
|
|
|
877 |
|
|
|
877 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(2,653 |
) |
|
|
(2,653 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
88,272 |
|
|
$ |
42,815 |
|
|
|
|
|
|
$ |
131,087 |
|
Depreciation and amortization |
|
$ |
4,862 |
|
|
$ |
1,202 |
|
|
|
|
|
|
$ |
6,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
before impairment of long-lived
assets |
|
$ |
13,852 |
|
|
$ |
1,076 |
|
|
$ |
(7,861 |
) |
|
$ |
7,067 |
|
Impairment of long-lived assets |
|
|
|
|
|
|
|
|
|
|
(382 |
) |
|
|
(382 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,685 |
|
Other income |
|
|
|
|
|
|
|
|
|
|
976 |
|
|
|
976 |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
(1,762 |
) |
|
|
(1,762 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other items (including corporate costs, restructuring and impairment costs,
other income and expense, and income taxes) are shown for purposes of reconciling to the Companys
consolidated totals as shown in the table above for the three months ended March 31, 2007 and 2006.
The accounting policies of the reportable segments are the same as those described in Note 1 to
the consolidated financial statements in the Annual Report on Form 10-K for the year ended December
31, 2006. Inter-segment revenues are not material to the Americas and EMEA
segment results. The Company evaluates the performance of its geographic segments based on revenue
and income (loss) from operations, and does not include segment assets or other income and expense
items for management reporting purposes. |
16
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 10 Segments and Geographic Information (continued)
During the three months ended March 31, 2007 and 2006, the Company had no clients that exceeded ten
percent of consolidated revenues.
Note 11 Stock-Based Compensation
A detailed description of each of the Companys stock-based compensation plans is provided below,
including the 2001 Equity Incentive Plan, the 2004 Non-Employee Director Fee Plan and the Deferred
Compensation Plan. Stock-based compensation expense related to these plans, which is included in
General and administrative costs in the accompanying Condensed Consolidated Statements of
Operations, was $1.0 million and $0.4 million for the three months ended March 31, 2007 and 2006,
respectively. There were no related income tax benefits recognized in the accompanying Condensed
Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006. In
addition, the Company realized the benefit of tax deductions in excess of recognized tax benefits
of $0.2 million from the exercise of stock options in the three months ended March 31, 2006 (not
material in the 2007 period). There were no capitalized stock-based compensation costs at March 31,
2007.
2001 Equity Incentive Plan - The Companys 2001 Equity Incentive Plan (the
Plan), which is shareholder-approved, permits the grant of stock options, stock appreciation
rights, restricted stock and other stock-based awards to certain employees of the Company, and
certain non-employees who provide services to the Company, for up to 7.0 million shares of common
stock, in order to encourage them to remain in the employment of or to diligently provide services
to the Company and to increase their interest in the Companys success.
Stock Options Options are granted at fair market value on the date of the grant and generally
vest over one to four years. All options granted under the Plan expire if not exercised by the
tenth anniversary of their grant date. The fair value of each stock option award is estimated on
the date of grant using the Black-Scholes valuation model that uses various assumptions. The fair
value of the stock option awards is expensed on a straight-line basis over the vesting period of
the award. Expected volatility is based on historical volatility of the Companys stock. The
risk-free rate for periods within the contractual life of the award is based on the yield curve of
a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the
expected term of the award. Exercises and forfeitures are estimated within the valuation model
using employee termination and other historical data. The expected term of the stock option awards
granted is derived from historical exercise experience under the Plan and represents the period of
time that stock option awards granted are expected to be outstanding. No stock options were granted
during the three months ended March 31, 2007 and 2006.
The following table summarizes stock option activity under the Plan as of March 31, 2007, and
changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Exercise |
|
|
Term |
|
|
Value |
|
Stock Options |
|
(000s) |
|
|
Price |
|
|
(in years) |
|
|
(000s) |
|
|
Outstanding at January 1, 2007 |
|
|
583 |
|
|
$ |
13.13 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(34 |
) |
|
|
4.88 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(8 |
) |
|
|
25.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31,2007 |
|
|
541 |
|
|
$ |
13.46 |
|
|
|
3.59 |
|
|
$ |
3,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at March 31, 2007 |
|
|
541 |
|
|
$ |
13.46 |
|
|
|
3.59 |
|
|
$ |
3,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2007 |
|
|
541 |
|
|
$ |
13.46 |
|
|
|
3.59 |
|
|
$ |
3,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There is no intrinsic value for options exercised during the three months ended March 31, 2007 and
2006 since the
17
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 11 Stock-Based Compensation (continued)
Stock Options (continued)
exercise price of the options is the same as the market price of the underlying stock on the date
of grant. All options were fully vested as of March 31, 2007 and there is no unrecognized
compensation cost related to options granted under the Plan.
The total fair value of stock options vested during the three months ended March 31, 2006 was $0.1
million (none in the comparable 2007 period).
Cash received from stock options exercised under all stock-based compensation plans for the three
months ended March 31, 2007 and 2006, was $0.2 million and $0.9 million, respectively. The actual
tax benefit realized for the tax deductions from these stock option exercises totaled $0.2 million
for the three months ended March 31, 2006 (not material in the comparable 2007 period.)
Stock Appreciation Rights The Companys Board of Directors, at the recommendation of the
Compensation and Human Resource Development Committee (the Committee), approves awards of
stock-settled stock appreciation rights (SARs) for eligible participants. SARs represent the
right to receive, without payment to the Company, a certain number of shares of common stock, as
determined by the Committee, equal to the amount by which the fair market value of a share of
common stock at the time of exercise exceeds the grant price.
The SARs are granted at fair market value of the Companys common stock on the date of the grant
and vest one-third on each of the first three anniversaries of the date of grant, provided the
participant is employed by the Company on such date. The SARs have a term of 10 years from the date
of grant. In the event of a change in control, the SARs will vest on the date of the change in
control, provided that the participant is employed by the Company on the date of the change in
control.
The SARs are exercisable within three months after the death, disability, retirement or termination
of the participants employment with the Company, if and to the extent the SARs were exercisable
immediately prior to such termination. If the participants employment is terminated for cause, or
the participant terminates his or her own employment with the Company, any portion of the SARs not
yet exercised (whether or not vested) terminates immediately on the date of termination of
employment.
The fair value of each SAR is estimated on the date of grant using the Black-Scholes valuation
model that uses various assumptions. The fair value of the SARs is expensed on a straight-line
basis over the requisite service period. Expected volatility is based on historical volatility of
the Companys stock. The risk-free rate for periods within the contractual life of the award is
based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is granted with
a maturity equal to the expected term of the award. Exercises and forfeitures are estimated within
the valuation model using employee termination and other historical data. The expected term of the
SARs granted represents the period of time the SARs are expected to be outstanding.
The following table summarizes the assumptions used to estimate the fair value of SARs granted
during the three months ended March 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Expected volatility |
|
|
53 |
% |
|
|
61 |
% |
Weighted-average volatility |
|
|
53 |
% |
|
|
61 |
% |
Expected dividends |
|
|
|
|
|
|
|
|
Expected term (in years) |
|
|
3.9 |
|
|
|
3.8 |
|
Risk-free rate |
|
|
4.5 |
% |
|
|
4.8 |
% |
18
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 11 Stock-Based Compensation (continued)
Stock Appreciation Rights (continued)
The following table summarizes SARs activity under the Plan as of March 31, 2007, and changes
during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Shares |
|
|
Exercise |
|
|
Term |
|
|
Value |
|
Stock Appreciation Rights |
|
(000s) |
|
|
Price |
|
|
(in years) |
|
|
(000s) |
|
|
Outstanding at January 1, 2007 |
|
|
126 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2007 |
|
|
243 |
|
|
$ |
|
|
|
|
9.4 |
|
|
$ |
523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at March 31, 2007 |
|
|
243 |
|
|
$ |
|
|
|
|
9.4 |
|
|
$ |
523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2007 |
|
|
41 |
|
|
$ |
|
|
|
|
9.0 |
|
|
$ |
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of the SARs granted during the three months ended March
31, 2007 was $7.72. No SARs were exercised during the three months ended March 31, 2007.
The following table summarizes the status of nonvested SARs under the Plan as of March 31, 2007,
and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Grant-Date |
|
Nonvested Stock Appreciation Rights |
|
(In thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2007 |
|
|
126 |
|
|
$ |
7.28 |
|
Granted |
|
|
121 |
|
|
$ |
7.72 |
|
Vested |
|
|
(41 |
) |
|
$ |
7.28 |
|
Forfeited |
|
|
(4 |
) |
|
$ |
7.28 |
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2007 |
|
|
202 |
|
|
$ |
7.54 |
|
|
|
|
|
|
|
|
|
As of March 31, 2007, there was $1.5 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested stock appreciation rights granted under the Plan. This
cost is expected to be recognized over a weighted-average period of 2.5 years. During the three
months ended March 31, 2007, 41 thousand SARs vested.
Restricted Shares The Companys Board of Directors, at the recommendation of the Committee,
approves awards of performance- and employment-based restricted shares (Restricted Shares) for eligible
participants. In some instances, where the issuance of Restricted Shares has adverse tax
consequences to the recipient, the Board will instead issue restricted stock units (RSUs). The
Restricted Shares are shares of the Companys common stock (or in the case of RSUs, represent an
equivalent number of shares of the Companys common stock) which are issued to the participant
subject to (a) restrictions on transfer for a period of time and (b) forfeiture under certain
conditions. The performance goals, including revenue growth and income from operations targets,
provide a range of vesting possibilities from 0% to 100% and will be measured as of December 31,
2007 for the 2006-2007 performance period, as of December 31, 2008 for the 2006-2008 performance
period and as of December 31, 2009 for the 2007-
2009 performance period. If the performance conditions are met for the 2006-2007 performance
period, for the 2006-2008 performance period and for the 2007-2009 performance period, the shares
will vest and all restrictions on
19
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 11 Stock-Based Compensation (continued)
Restricted Shares (continued)
the transfer of the Restricted Shares will lapse (or in the case of RSUs, an equivalent number of
shares of the Companys common stock will be issued to the recipient) on March 29, 2008, March 29,
2009 and March 16, 2010, respectively. The Company recognizes compensation cost, net of estimated
forfeitures, based on the fair value (which approximates the current market price) of the
Restricted Shares (and RSUs) on the date of grant ratably over the requisite service period based
on the probability of achieving the performance goals. Changes in the probability of achieving the
performance goals from period to period will result in corresponding changes in compensation
expense. The employment-based restricted shares vest one-third on
each of the first three anniversaries of the date of grant, provided
the participant is employed by the Company on such date.
In the event of a change in control (as defined in the Plan) prior to the date the Restricted
Shares vest, all of the Restricted Shares will vest and the restrictions on transfer will lapse
with respect to such vested shares on the date of the change in control, provided that participant
is employed by the Company on the date of the change in control.
If the participants employment with the Company is terminated for any reason, either by the
Company or participant, prior to the date on which the Restricted Shares have vested and the
restrictions have lapsed with respect to such vested shares, any Restricted Shares remaining
subject to the restrictions (together with any dividends paid thereon) will be forfeited, unless
there has been a change in control prior to such date.
The following table summarizes the status of nonvested Restricted Shares under the Plan as of March
31, 2007, and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Grant-Date |
|
Nonvested Restricted Shares |
|
(In thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2007 |
|
|
308 |
|
|
$ |
14.92 |
|
Granted |
|
|
213 |
|
|
$ |
17.64 |
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2007 |
|
|
521 |
|
|
$ |
16.03 |
|
|
|
|
|
|
|
|
|
As of March 31, 2007, there was $6.7
million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested
restricted shares granted under the Plan. This cost is expected to be recognized over a
weighted-average period of 2.2 years. None of the restricted shares vested during the three months
ended March 31, 2007 and 2006.
2004 Non-Employee Director Fee Plan - The Companys 2004 Non-Employee Director
Fee Plan (the 2004 Fee Plan), which is shareholder-approved, replaced and superseded the 1996
Non-Employee Director Fee Plan (the 1996 Fee Plan) and was used in lieu of the 2004 Nonemployee
Director Stock Option Plan (the 2004 Stock Option Plan). The 2004 Fee Plan provides that all new
non-employee Directors joining the Board receive an initial grant of common stock units (CSUs) on
the date the new Director is appointed or elected, the number of which will be determined by
dividing a dollar amount to be determined from time to time by the Board (currently set at $30,000)
by an amount equal to 110% of the average closing prices of the Companys common stock for the five
trading days prior to the date the new Director is appointed or elected. The initial grant of CSUs
will vest in three equal installments, one-third on the date of each of the following three annual
shareholders meetings. A CSU is a bookkeeping entry on the Companys books that records the
equivalent of one share of common stock. On the date each CSU vests, the Director will become
entitled to receive a share of the Companys common stock and the CSU will be canceled. No options
were awarded under the 2004 Stock Option Plan and none will be awarded. The number of shares
remaining available for issuance under the 2004 Fee Plan cannot exceed 378 thousand.
20
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 11 Stock-Based Compensation (continued)
Non-Employee Director Fee Plan (continued)
Additionally, the 2004 Fee Plan provides that each non-employee Director receives on the day after
the annual shareholders meeting, an annual retainer for service as a non-employee Director, the
amount of which shall be determined from time to time by the Board (currently set at $50,000) to be
paid 75% in CSUs and 25% in cash. The number of CSUs to be granted under the 2004 Fee Plan will be
determined by dividing the amount of the annual retainer by an amount equal to 105% of the average
of the closing prices for the Companys common stock on the five trading days preceding the award
date (the day after the annual meeting). The annual grant of CSUs will vest in two equal
installments, one-half on the date of each of the following two annual shareholders meetings.
There were no grants of CSUs issued under the 2004 Fee Plan during the three months ended March 31,
2007 and 2006.
The following table summarizes the status of the nonvested CSUs under the 2004 Fee Plan as of March
31, 2007, and changes during the three months then ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Grant-Date |
|
Nonvested Common Stock Units |
|
(In thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2007 |
|
|
48 |
|
|
$ |
12.20 |
|
Granted |
|
|
|
|
|
$ |
|
|
Vested |
|
|
|
|
|
$ |
|
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2007 |
|
|
48 |
|
|
$ |
12.20 |
|
|
|
|
|
|
|
|
|
As of March 31, 2007, there was $0.3 million of total unrecognized compensation costs, net of
estimated forfeitures, related to nonvested CSUs granted under the 2004 Fee Plan. This cost is
expected to be recognized over a weighted-average period of 8 months. During the three months
ended March 31, 2007 and 2006, no CSUs vested.
Until a CSU vests, the Director has none of the rights of a shareholder with respect to the CSU or
the common stock underlying the CSU. CSUs are not transferable.
Deferred Compensation Plan - The Companys non-qualified Deferred Compensation
Plan (the Deferred Compensation Plan), which is not shareholder-approved, was adopted by the
Board of Directors effective December 17, 1998 and amended on March 29, 2006 and May 23, 2006. It
provides certain eligible employees the ability to defer any portion of their compensation until
the participants retirement, termination, disability or death, or a change in control of the
Company. Using the Companys common stock, the Company matches 50% of the amounts deferred by
certain senior management participants on a quarterly basis up to a total of $12,000 per year for
the president and senior vice presidents and $7,500 per year for vice presidents (participants
below the level of vice president are not eligible to receive matching contributions from the
Company). Matching contributions and the associated earnings vest over a seven year service
period. Deferred compensation amounts used to pay benefits, which are held in a rabbi trust,
include investments in various mutual funds and shares of the Companys common stock (See Note 1,
Summary of Accounting Policies, under Investments Held in Rabbi Trust.) The Deferred Compensation
Plans assets totaled $1.2 million and $1.0 million at March 31, 2007 and December 31, 2006,
respectively, excluding the Companys common stock match, while liabilities totaled $1.2 million
and $1.0 million, respectively. The liabilities of the Deferred Compensation Plan were recorded in
treasury stock and additional paid-in capital, as appropriate, and accrued employee compensation
and benefits in the accompanying Condensed Consolidated Balance Sheets.
The following table summarizes the status of the nonvested common stock issued under the Deferred
Compensation Plan as of March 31, 2007, and changes during the three months then ended:
21
Sykes Enterprises, Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Three months ended March 31, 2007 and 2006
(Unaudited)
Note 11 Stock-Based Compensation (continued)
Deferred Compensation Plan (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Shares |
|
|
Grant-Date |
|
Nonvested Common Stock |
|
(In thousands) |
|
|
Fair Value |
|
|
Nonvested at January 1, 2007 |
|
|
9 |
|
|
$ |
9.15 |
|
Granted |
|
|
3 |
|
|
$ |
18.29 |
|
Vested |
|
|
(4 |
) |
|
$ |
14.02 |
|
Forfeited |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2007 |
|
|
8 |
|
|
$ |
10.34 |
|
|
|
|
|
|
|
|
|
As of March 31, 2007, there was $0.1 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested common stock granted under the Deferred Compensation
Plan. This cost is expected to be recognized over a weighted-average period of 3.0 years. The total
fair value of the common stock vested during the three months ended March 31, 2007 was $0.1 million
and $0.1 million for the comparable 2006 period.
Cash used to settle the Companys obligation under the Deferred Compensation Plan was less than
$0.1 million for the three months ended March 31, 2006. There were no cash settlements during the
comparable 2007 period.
Note 12 Pension
The Company sponsors a non-contributory defined benefit pension plan (the Pension Plan) for its
employees in the Philippines. The Pension Plan provides defined benefits based on years of service
and final salary. All permanent employees meeting the minimum service requirement are eligible to
participate in the Pension Plan. As of March 31, 2007, the Pension Plan is unfunded.
The following table provides information about net periodic benefit cost for the Pension Plan for
the three months ended March 31, 2007 and 2006 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Service cost |
|
$ |
302 |
|
|
$ |
152 |
|
Interest cost |
|
|
72 |
|
|
|
75 |
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
374 |
|
|
$ |
227 |
|
|
|
|
|
|
|
|
Note 13 Loss Contingency
One of the Companys European subsidiaries has received several inquiries from a regulatory agency
related to privacy claims associated with the alleged inappropriate acquisition of personal bank
account information. Several of the inquiries have resulted in sanctions against the Company
approximating $0.8 million. In order to appeal the sanctions through the court system, the Company
issued a bank guarantee. Management believes that the sanctions made in connection with this matter
are without merit, and intends to vigorously pursue the reversal of the proposed sanctions. The
Company has recorded these amounts in Deferred Charges and Other Assets in the accompanying
Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006. The Company has
not accrued any amounts related to these claims under SFAS No. 5, Accounting for Contingencies
because it does not
believe that a loss is probable, and it is not currently possible to reasonably estimate the amount
of any loss related to these claims.
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Sykes Enterprises, Incorporated
400 N. Ashley Drive
Tampa, FL 33602
We have reviewed the accompanying condensed consolidated balance sheet of Sykes Enterprises,
Incorporated and subsidiaries (the Company) as of March 31, 2007, and the related condensed
consolidated statements of operations for the three-month periods ended March 31, 2007 and 2006, of
changes in shareholders equity for the three-month periods ended March 31, 2007 and 2006 and for
the nine-month period ended December 31, 2006, and cash flows for the three-month periods ended
March 31, 2007 and 2006. These interim financial statements are the responsibility of the
Companys management.
We conducted our reviews in accordance with the standards of the Public Company Accounting
Oversight Board (United States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the objective of
which is the expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such
condensed consolidated interim financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of the Company as of December 31,
2006, and the related consolidated statements of operations, changes in shareholders equity, and
cash flows for the year then ended (not presented herein); and in our report dated March 13, 2007,
we expressed an unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance sheet as of December
31, 2006 is fairly stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
As discussed in Note 8 to the condensed consolidated interim financial statements, the Company
adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting
for Uncertainty in Income Taxes on January 1, 2007.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
May 10, 2007
23
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Item 2 Managements Discussion and Analysis of Financial Condition and Results
of Operations.
This discussion should be read in conjunction with the condensed consolidated financial statements
and notes included elsewhere in this report and the consolidated financial statements and notes in
the Sykes Enterprises, Incorporated (Sykes, our, we or us) Annual Report on Form 10-K for
the year ended December 31, 2006, as filed with the Securities and Exchange Commission (SEC).
Our discussion and analysis may contain forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) that are based on current expectations,
estimates, forecasts, and projections about Sykes, our beliefs, and assumptions made by us. In
addition, we may make other written or oral statements, which constitute forward-looking
statements, from time to time. Words such as believe, estimate, project, expect, intend,
may, anticipate, plan, seek, variations of such words, and similar expressions
are intended to identify such forward-looking statements. Similarly, statements that describe our
future plans, objectives, or goals also are forward-looking statements. These statements are not
guarantees of future performance and are subject to a number of risks and uncertainties, including
those discussed below and elsewhere in this report. Our actual results may differ materially from
what is expressed or forecasted in such forward-looking statements, and undue reliance should not
be placed on such statements. All forward-looking statements are made as of the date hereof, and we
undertake no obligation to update any such forward-looking statements, whether as a result of new
information, future events or otherwise.
Factors that could cause actual results to differ materially from what is expressed or forecasted
in such forward-looking statements include, but are not limited to: (i) the timing of significant
orders for our products and services, (ii) variations in the terms and the elements of services
offered under our standardized contract including those for future bundled service offerings, (iii)
changes in applicable accounting principles or interpretations of such principles, (iv)
difficulties or delays in implementing our bundled service offerings, (v) failure to achieve sales,
marketing and other objectives, (vi) construction delays of new or expansion of existing customer
contact management centers, (vii) delays in our ability to develop new products and services and
market acceptance of new products and services, (viii) rapid technological change, (ix) loss or
addition of significant clients, (x) political and country-specific risks inherent in conducting
business abroad, (xi) currency fluctuations, (xii) fluctuations in business conditions and the
economy, (xiii) our ability to attract and retain key management personnel, (xiv) our ability to
continue the growth of our support service revenues through additional technical and customer
contact management centers, (xv) our ability to further penetrate into vertically integrated
markets, (xvi) our ability to expand our global presence through strategic alliances and selective
acquisitions, (xvii) our ability to continue to establish a competitive advantage through
sophisticated technological capabilities, (xviii) the ultimate outcome of any lawsuits, (xix) our
ability to recognize deferred revenue through delivery of products or satisfactory performance of
services, (xx) our dependence on trend toward outsourcing, (xxi) risk of interruption of technical
and customer contact management center operations due to such factors as fire, earthquakes,
inclement weather and other disasters, power failures, telecommunication failures, unauthorized
intrusions, computer viruses and other emergencies, (xxii) the existence of substantial
competition, (xxiii) the early termination of contracts by clients, (xxiv) the ability to obtain
and maintain grants and other incentives (tax or otherwise) and (xxv) other risk factors which are
identified in our most recent Annual Report on Form 10-K, including factors identified under the
headings Business, Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations.
24
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, certain data derived from our Condensed
Consolidated Statements of Operations and certain of such data expressed as a percentage of
revenues (in thousands, except percentage amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
Revenues |
|
$ |
168,001 |
|
|
$ |
131,087 |
|
Percentage of revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
Direct salaries and related costs |
|
$ |
105,871 |
|
|
$ |
83,016 |
|
Percentage of revenues |
|
|
63.0 |
% |
|
|
63.3 |
% |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
$ |
48,555 |
|
|
$ |
41,004 |
|
Percentage of revenues |
|
|
28.9 |
% |
|
|
31.3 |
% |
|
|
|
|
|
|
|
|
|
Impairment |
|
$ |
|
|
|
$ |
382 |
|
Percentage of revenues |
|
|
|
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
Income from operations |
|
$ |
13,575 |
|
|
$ |
6,685 |
|
Percentage of revenues |
|
|
8.1 |
% |
|
|
5.1 |
% |
The following table summarizes our revenues, for the periods indicated, by geographic region
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
113,963 |
|
|
|
67.8 |
% |
|
$ |
88,272 |
|
|
|
67.3 |
% |
EMEA |
|
|
54,038 |
|
|
|
32.2 |
% |
|
|
42,815 |
|
|
|
32.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
168,001 |
|
|
|
100.0 |
% |
|
$ |
131,087 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the amounts and percentage of revenue for direct salaries and
related costs and general and administrative costs for the periods indicated, by geographic region
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Direct salaries and related costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
68,752 |
|
|
|
60.3 |
% |
|
$ |
53,331 |
|
|
|
60.4 |
% |
EMEA |
|
|
37,119 |
|
|
|
68.7 |
% |
|
|
29,685 |
|
|
|
69.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
105,871 |
|
|
|
|
|
|
$ |
83,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
25,158 |
|
|
|
22.1 |
% |
|
$ |
21,089 |
|
|
|
23.9 |
% |
EMEA |
|
|
14,019 |
|
|
|
25.9 |
% |
|
|
12,054 |
|
|
|
28.2 |
% |
Corporate |
|
|
9,378 |
|
|
|
|
|
|
|
7,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
48,555 |
|
|
|
|
|
|
$ |
41,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
Revenues
For the three months ended March 31, 2007, we recognized consolidated revenues of $168.0 million,
an increase of $36.9 million, or 28.2%, from $131.1 million of consolidated revenues for the
comparable 2006 period.
On a geographic segmentation basis, revenues from the Americas region, including the United States,
Canada, Latin America, India and the Asia Pacific Rim, represented 67.8%, or $114.0 million, for
the three months ended March 31, 2007, compared to 67.3%, or $88.3 million, for the comparable 2006
period. Revenues from the EMEA region, including Europe, the Middle East and Africa, represented
32.2%, or $54.0 million, for the three months ended March 31, 2007, compared to 32.7%, or $42.8
million, for the comparable 2006 period.
The increase in the Americas revenue of $25.7 million, or 29.1%, for the three months ended March
31, 2007, compared to the same period in 2006, reflects a broad-based growth in client call
volumes, including new and existing client programs, within our offshore operations, Canada and the
United States, as well as a full quarter of revenue generated from our newly acquired Argentina
operations of $8.0 million and a $1.4 million performance incentive payment received by our
Canadian operations related to our telemedicine program. Revenues from new and existing client
programs in our offshore operations represented 40.0% of consolidated revenues on 15,500 seats for
the three months ended March 31, 2007, compared to 34.3% on 10,150 seats for the comparable 2006
period. The trend of generating more of our revenues from new and existing client programs in our
offshore operations is likely to continue in 2007. While operating margins generated offshore are
generally comparable or higher than those in the United States, our ability to maintain these
offshore operating margins longer term is difficult to predict due to potential increased
competition for the available workforce and costs of functional currency fluctuations in offshore
markets.
The increase in EMEA revenues of $11.2 million, or 26.2%, for the three months ended
March 31, 2007, compared to the same period in 2006 reflects growth in client call volumes,
including new and existing client programs partially offset by certain program expirations. EMEA
revenues for the first quarter of 2007 experienced a $4.4 million increase as a result of the
strength in the Euro compared to the same period in 2006. Excluding this foreign currency impact,
EMEA revenues increased $6.8 million compared with the same period last year.
Direct Salaries and Related Costs
Direct salaries and related costs increased $22.9 million, or 27.5%, to $105.9 million for the
three months ended March 31, 2007, from $83.0 million in the comparable 2006 period. This increase
included $5.3 million of direct salaries and related costs from our newly acquired Argentina
operations primarily consisting of compensation costs.
As a percentage of revenues, direct salaries and related costs decreased to 63.0% for the three
months ended March 31, 2007, from 63.3% for the comparable 2006 period. Excluding the $1.4 million
revenue contribution from Canada mentioned above, as a percentage of revenues, direct salaries and
related costs increased to 63.6% for the three months ended March 31, 2007. This increase of 0.6%
from the comparable 2006 period was attributable to higher salary costs, including training costs
associated with the ramp up of business in our offshore and U.S. operations, partially offset by
lower telephone costs and lower auto tow claim costs in Canada. Although the strengthened Euro
positively impacted revenues, it negatively impacted direct salaries and related costs for the
three months ended March 31, 2007 by approximately $3.0 million compared to the same period in
2006.
General and Administrative
General and administrative expenses increased $7.6 million to $48.6 million for the three months
ended March 31, 2007, from $41.0 million in the comparable 2006 period. This increase included
$2.3 million of general and administrative costs from our newly acquired Argentina operations.
As a percentage of revenues, general and administrative expenses decreased to 28.9% for the three
months ended March 31, 2007 from 31.3% for the comparable 2006 period. Excluding the $1.4
million revenue contribution from Canada mentioned above, as a percentage of revenues, general and
administrative expenses
26
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
decreased to 29.2% for the three months ended March 31, 2007. This decrease of 2.1% from the
comparable 2006 period was primarily attributable to lower depreciation expense, compensation
costs, telephone costs, lease costs and professional fees incurred as a percentage of revenues.
Although the strengthening Euro positively impacted revenues, it negatively impacted general and
administrative expenses for the three months ended March 31, 2007 by $1.2 million compared to the
same period in 2006.
Impairment of Long-lived Assets
There was no impairment charge for the three months ended March 31, 2007. The $0.4 million
impairment of long-lived assets for the same period in 2006 relates to an asset impairment charge
in one of our underutilized European customer contact management centers. This impairment charge
represented the amount by which the carrying value of the assets exceeded the estimated fair value
of those assets which cannot be redeployed to other locations.
Interest Income
Interest income was $1.3 million for the three months ended March 31, 2007, compared to $0.9
million for the comparable 2006 period reflecting higher levels of average interest-bearing
investments in cash and cash equivalents earning higher rates of interest income.
Interest (Expense)
Interest expense was $0.2 million for the three months ended March 31, 2007 compared to $0.1
million for the comparable 2006 period. The increase primarily relates to amortization of bank
commitment fees.
Income from Rental Operations, Net
We sold our four third party leased facilities in September 2006; therefore, there is no income
from rental operations for the three months ended March 31, 2007. For the comparable 2006 period,
income from rental operations, net, related to these leased facilities was $0.5 million.
Other Income (Expense)
Other expense, net, was $0.3 million for the three months ended March 31, 2007 compared to other
income, net, of $0.4 million for the comparable 2006 period. The net decrease in other expense of
$0.1 million was primarily attributable to a decrease of $0.2 million in foreign currency
transaction losses, net of gains, offset by a $0.1 million loss on forward points valuation on
foreign currency hedges. Other income (expense) excludes the cumulative translation effects and
unrealized gains (losses) on financial derivatives that are included in Accumulated Other
Comprehensive Income in shareholders equity in the accompanying Condensed Consolidated Balance
Sheets.
Provision for Income Taxes
The provision for income taxes of $2.7 million for the three months ended March 31, 2007
was based upon pre-tax book income of $14.5 million, compared to the provision for income
taxes of $1.8 million for the comparable 2006 period based upon pre-tax book income of
$7.7 million. The effective tax rate for the three months ended March 31, 2007 was 18.4%
compared to an effective tax rate of 23.0% for the comparable 2006 period. The 4.6% decrease in
the effective tax rate was primarily due to a favorable change in pretax book income, accompanied
by a shift in the mix of earnings within tax holiday jurisdictions and the effects of permanent
differences, valuation allowances, foreign withholding and other taxes, state income taxes, and
foreign income tax rate differentials.
Net Income
As a result of the foregoing, we reported income from operations for the three months ended March
31, 2007 of $13.6 million, compared to $6.7 million in the comparable 2006 period. This
was principally attributable to a $36.9 million increase in revenues and a $0.4 million
decrease in impairment charges, partially offset by a $22.9 million increase in
direct salaries and related costs and a $7.5 million increase in general and administrative
expenses, as previously discussed. The $6.9 million increase in income from operations, a $0.4
million increase
27
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
in interest income, a $0.5 million decrease in income from rental operations, net and a $0.9
million higher tax provision resulted in net income of $11.8 million for the three
months ended March 31, 2007, an increase of $5.9 million compared to the same period in
2006.
Liquidity and Capital Resources
Our primary sources of liquidity are generally cash flows generated by operating activities and
from available borrowings under our revolving credit facilities. We utilize these capital resources
to make capital expenditures associated primarily with our customer contact management services,
invest in technology applications and tools to further develop our service offerings and for
working capital and other general corporate purposes, including repurchase of our common stock in
the open market and to fund possible acquisitions. In future periods, we intend similar uses of
these funds.
On August 5, 2002, the Board of Directors authorized the Company to purchase up to three million
shares of our outstanding common stock. A total of 1.6 million shares have been
repurchased under this program since inception. The shares are purchased, from time to time,
through open market purchases or in negotiated private transactions, and the purchases are based on
factors, including but not limited to, the stock price and general market conditions. During the
three months ended March 31, 2007, we did not repurchase common shares under the 2002 repurchase
program.
During the three months ended March 31, 2007, we generated $4.9 million in cash from
operating activities and received $0.2 million in cash from issuance of stock. Further,
we used $6.3 million for capital expenditures, and $0.9 million for the purchase of
investments resulting in a $0.3 million decrease in available cash (including the
favorable effects of international currency exchange rates on cash of $1.8 million).
Net cash flows provided by operating activities for the three months ended March 31, 2007 were $4.9
million, compared to $8.4 million for the comparable 2006 period. The $3.5 million decrease in net
cash flows from operating activities was due to an $8.5 million net decrease in cash flows from
assets and liabilities and a net decrease of $0.9 million in non-cash reconciling items such as
depreciation expense, stock-based compensation and termination costs associated with exit
activities offset by an increase in net income of $5.9 million. The $8.5 million net change was
principally a result of a $5.4 million decrease in deferred revenue, a $3.9 million increase in
receivables and a $2.3 million increase in other assets offset by a $2.2 million increase in other
liabilities and a $0.9 million increase in income taxes payable.
Capital expenditures, which are generally funded by cash generated from operating activities,
available cash balances and borrowings available under our credit facilities, were $6.3 million for
the three months ended March 31, 2007, compared to $4.1 million for the comparable 2006 period, an
increase of $2.2 million. During the three months ended March 31, 2007, approximately 49% of the
capital expenditures were the result of investing in new and existing customer contact management
centers, primarily offshore, and 51% was expended primarily for maintenance and systems
infrastructure. In 2007, we anticipate capital expenditures in the range of $25.0 million to $30.0
million.
An available source of future cash flows from financing activities is from borrowings under our
$50.0 million revolving credit facility (the Credit Facility), which amount is subject to certain
borrowing limitations. Pursuant to the terms of the Credit Facility, the amount of $50.0 million
may be increased up to a maximum of $100.0 million with the prior written consent of the lenders.
The $50.0 million Credit Facility includes a $10.0 million swingline subfacility, a $15.0 million
letter of credit subfacility and a $40.0 million multi-currency subfacility.
The Credit Facility, which includes certain financial covenants, may be used for general corporate
purposes including acquisitions, share repurchases, working capital support, and letters of credit,
subject to certain limitations. The Credit Facility, including the multi-currency subfacility,
accrues interest, at our option, at (a) the Base Rate (defined as the higher of the lenders prime
rate or the Federal Funds rate plus 0.50%) plus an applicable margin up to 0.50%, or (b) the London
Interbank Offered Rate (LIBOR) plus an applicable margin up to 2.25%. Borrowings under the
swingline subfacility accrue interest at the prime rate plus an applicable margin up to 0.50% and
borrowings under the letter of credit subfacility accrue interest at the LIBOR plus an applicable
margin up to 2.25%. In addition, a commitment fee of up to 0.50% is charged on the unused portion
of the Credit Facility on a quarterly basis. The borrowings under the Credit Facility are secured
by a pledge of 65% of the stock of each of our active direct foreign subsidiaries. The Credit
Facility prohibits us from incurring
28
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
additional indebtedness, subject to certain specific exclusions. There were no borrowings in the
first three months of 2007 and 2006 and no outstanding balances as of March 31, 2007 and December
31, 2006, with $50.0 million availability on the Credit Facility. At March 31, 2007, we were in
compliance with all loan requirements of the Credit Facility.
On May 4, 2007, the Company amended its Credit Facility extending the term to March 14, 2010. The
amended agreement accrues interest on LIBOR fixed rate loans at LIBOR plus an applicable margin up
to 1.25%, decreases commitment fees to 0.25%, eliminates covenant requirements for tangible net
worth and quick ratio and increases funds available for acquisitions.
At March 31, 2007, we had $158.3 million in cash, of which approximately 79.8% or $126.4 million
was held in international operations and may be subject to additional taxes if repatriated to the
United States.
We believe that our current cash levels, accessible funds under our credit facilities and cash
flows from future operations will be adequate to meet anticipated working capital needs, future
debt repayment requirements (if any), continued expansion objectives, anticipated levels of capital
expenditures and contractual obligations for the foreseeable future and stock repurchases.
Off-Balance Sheet Arrangements and Other
At March 31, 2007, we did not have any material commercial commitments, including guarantees or
standby repurchase obligations, with unconsolidated entities or financial partnerships, including
entities often referred to as structured finance or special purpose entities or variable interest
entities, which would have been established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes.
From time to time, during the normal course of business, we may make certain indemnities,
commitments and guarantees under which we may be required to make payments in relation to certain
transactions. These include, but are not limited to: (i) indemnities to clients, vendors and
service providers pertaining to claims based on negligence or willful misconduct and (ii)
indemnities involving breach of contract, the accuracy of representations and warranties, or other
liabilities assumed by us in certain contracts. In addition, we have agreements whereby we will
indemnify certain officers and directors for certain events or occurrences while the officer or
director is, or was, serving at our request in such capacity. The indemnification period covers all
pertinent events and occurrences during the officers or directors lifetime. The maximum potential
amount of future payments we could be required to make under these indemnification agreements is
unlimited; however, we have director and officer insurance coverage that limits our exposure and
enables us to recover a portion of any future amounts paid. We believe the applicable insurance
coverage is generally adequate to cover any estimated potential liability under these
indemnification agreements. The majority of these indemnities, commitments and guarantees do not
provide for any limitation of the maximum potential for future payments we could be obligated to
make. We have not recorded any liability for these indemnities, commitments and other guarantees in
the accompanying Condensed Consolidated Balance Sheets. In addition, we have some client contracts
that do not contain contractual provisions for the limitation of liability, and other client
contracts that contain agreed upon exceptions to limitation of liability. We have not recorded any
liability in the accompanying Condensed Consolidated Balance Sheets with respect to any client
contracts under which we have or may have unlimited liability.
Contractual Obligations
As of March 31, 2007, we had a $7.2 million liability for unrecognized tax benefits, including
interest and penalties. The unrecognized tax benefits are classified as Long-term income tax
liabilities in the accompanying Condensed Consolidated Balance Sheet. Due to the nature of these
liabilities, we are unable to determine the timing of expected cash payments that it may be
required to make, if any. We do not believe it is reasonably possible that the unrecognized tax
benefits will significantly change within the next twelve months. For a presentation of contractual
obligations as of December 31, 2006, refer to Managements Discussion and Analysis of Financial
Condition and Results of Operations in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the SEC.
29
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires estimations and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. These estimates and assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances. Actual results
could differ from these estimates under different assumptions or conditions.
We believe the following accounting policies are the most critical since these policies require
significant judgment or involve complex estimations that are important to the portrayal of our
financial condition and operating results:
|
|
|
We recognize revenue pursuant to applicable accounting standards, including SEC Staff
Accounting Bulletin (SAB) No. 101 (SAB 101), Revenue Recognition in Financial Statements,
SAB 104, Revenue Recognition and the Emerging Issues Task Force (EITF) No. 00-21, (EITF
00-21) Revenue Arrangements with Multiple Deliverables. SAB 101, as amended, and SAB 104
summarize certain of the SEC staffs views in applying generally accepted accounting
principles to revenue recognition in financial statements and provide guidance on revenue
recognition issues in the absence of authoritative literature addressing a specific
arrangement or a specific industry. EITF 00-21 provides further guidance on how to account for
multiple element contracts. |
|
|
|
|
We recognize revenue from services as the services are performed under a fully executed
contractual agreement and record estimated reductions to revenue for contractual penalties and
holdbacks for failure to meet specified minimum service levels and other performance based
contingencies. Royalty revenue is recognized when a contract has been fully executed, the
product has been delivered or provided, the license fees or rights are fixed and determinable,
the collection of the resulting receivable is probable and there are no other contingencies.
Revisions to these estimates, which could result in adjustments to fixed price contracts and
estimated losses, are recorded in the period when such adjustments or losses are known or can be
reasonably estimated. Product sales are recognized upon shipment to the customer and
satisfaction of all obligations. |
|
|
|
|
We recognize revenue from licenses of our software products and rights when the agreement has
been executed, the product or right has been delivered or provided, collectibility is probable
and the software license fees or rights are fixed and determinable. If any portion of the
license fees or rights is subject to forfeiture, refund or other contractual contingencies, we
defer revenue recognition until these contingencies have been resolved. Revenue from support and
maintenance activities is recognized ratably over the term of the maintenance period and the
unrecognized portion is recorded as deferred revenue. Deferred revenue included in current
liabilities in the accompanying Condensed Consolidated Balance Sheets includes estimated
penalties and holdbacks of approximately $2.7 million and
$5.3 million as of March 31,
2007 and December 31, 2006, respectively, for failure to meet specified minimum service levels
in certain contracts and other performance based contingencies. |
|
|
|
|
Certain contracts to sell our products and services contain multiple elements or non-standard
terms and conditions. As a result, we evaluate each contract to determine the appropriate
accounting, including whether the deliverables specified in a multiple element arrangement
should be treated as separate units of accounting for revenue recognition purposes, and if so,
how the price should be allocated among the deliverable elements and the timing of revenue
recognition for each element. We recognize revenue for delivered elements only when the fair
values of undelivered elements are known, uncertainties regarding client acceptance are
resolved, and there are no client-negotiated refund or return rights affecting the revenue
recognized for delivered elements. Once we determine the allocation of revenue between
deliverable elements, there are no further changes in the revenue allocation. |
|
|
|
|
We maintain allowances for doubtful accounts of $2.5 million as of
March 31, 2007, or 2.1% of trade receivables, for estimated losses
arising from the inability of our customers to make required
payments. If the financial condition of our customers were to
deteriorate, resulting in a reduced ability to make payments,
additional allowances may be required which would reduce income
from operations. |
30
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
|
|
|
We reduce deferred tax assets by a valuation allowance if, based
on the weight of available evidence for each respective tax
jurisdiction, it is more likely than not that some portion or all
of such deferred tax assets will not be realized. The valuation
allowance for a particular tax jurisdiction is allocated between
current and noncurrent deferred tax assets for that jurisdiction
on a pro-rata basis. Available evidence which is considered in
determining the amount of valuation allowance required includes,
but is not limited to, our estimate of future taxable income and
any applicable tax-planning strategies. At December 31, 2006,
management determined that a valuation allowance of approximately
$35.3 million was necessary to reduce U.S. deferred tax assets by
$10.4 million and foreign deferred tax assets by $24.9
million, where it was more likely than not that some portion or
all of such deferred tax assets will not be realized. The
recoverability of the remaining net deferred tax asset of $17.5
million at December 31, 2006 is dependent upon future
profitability within each tax jurisdiction. As of March 31, 2007,
based on our estimates of future taxable income and any applicable
tax-planning strategies within various tax jurisdictions, we
believe that it is more likely than not that the remaining net
deferred tax asset will be realized. |
|
|
|
|
We review long-lived assets, which had a carrying value of $97.4
million as of March 31, 2007, including goodwill, intangibles and
property and equipment, and investment in SHPS, Incorporated for
impairment whenever events or changes in circumstances indicate
that the carrying value of an asset may not be recoverable and at
least annually for impairment testing of goodwill. An asset is
considered to be impaired when the carrying amount exceeds the
fair value. Upon determination that the carrying value of the
asset is impaired, we would record an impairment charge or loss to
reduce the asset to its fair value. Future adverse changes in
market conditions or poor operating results of the underlying
investment could result in losses or an inability to recover the
carrying value of the investment and, therefore, might require an
impairment charge in the future. |
Recent Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation 48 (FIN 48), Accounting for Uncertainty in
Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the
financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN
48 provides guidance on the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosures, and transition.
We adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN
48, we recognized a $2.8 million increase in the liability for unrecognized tax benefits, including
interest and penalties, of which $2.7 million was accounted for as a reduction to the January 1,
2007 balance of retained earnings. See Note 8 Income Taxes for further information.
In September 2006, the FASB issued SFAS No. 157 (SFAS 157), Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is
effective for fiscal years ending on or after November 15, 2007. We are currently evaluating the
impact of this standard on our financial condition, results of operations and cash flows.
In September 2006, the FASB issued SFAS No. 158 (SFAS 158), Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS 158 requires a company to (a) recognize in its statement of financial position an
asset for a plans overfunded status or a liability for a plans underfunded status (b) measure a
plans assets and its obligations that determine its funded status as of the end of the employers
fiscal year, and (c) recognize changes in the funded status of a defined postretirement plan in the
year in which the changes occur (reported in accumulated other comprehensive income).
Subsequently, the FASB issued Staff Position No. 158-1, Conforming Amendments to the Illustrations
in FASB Statements No. 87, No. 88, and No. 106 and to the Related Staff Implementation Guidance to
amend the illustrations contained in the appendices, of Statements 87, 88, and 106 to require
recognition of the funded status of defined benefit postretirement plans in an employers statement
of financial position. We adopted the recognition provisions of SFAS 158, which were effective on
December 31, 2006, resulting in a $1.0 million non-cash charge to equity, net of deferred taxes and
a $1.6 million non-cash increase in total liabilities. See Note 12 Pension, for further information. The requirement to measure the plan assets and
benefit obligations as of a companys year-end balance sheet date is effective for fiscal years
ending after December 15, 2008.
31
Sykes Enterprises, Incorporated and Subsidiaries
Managements Discussion and Analysis of Financial
Condition and Results of Operations
In November 2006, the EITF reached a tentative conclusion on Issue No. 06-10 (EITF 06-10),
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements. EITF 06-10 provides guidance on the employers
recognition of assets, liabilities and related compensation costs for collateral assignment
split-dollar life insurance arrangements that provide a benefit to an employee that extends into
postretirement periods. The effective date of EITF 06-10 is for fiscal years beginning after
December 15, 2007. We are currently evaluating the impact of EITF 06-10 on our financial
condition, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial
Assets and Financial Liabilities including an amendment to FASB Statement No. 115, which
permits an entity to measure certain financial assets and financial liabilities at fair value.
Under SFAS 159, entities that elect the fair value option will report unrealized gains and losses
in earnings at each subsequent reporting date. The fair value option may be elected on an
instrument-by-instrument basis, with few exceptions, as long as it is applied to the instrument in
its entirety. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are
currently evaluating the impact of this standard on our financial condition, results of operations
and cash flows.
32
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2007
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Risk
Our earnings and cash flows are subject to fluctuations due to changes in non-U.S. currency
exchange rates. We are exposed to non-U.S. exchange rate fluctuations as the financial results of
non-U.S. subsidiaries are translated into U.S. dollars in consolidation. As exchange rates vary,
those results, when translated, may vary from expectations and adversely impact overall expected
profitability. The cumulative translation effects for subsidiaries using functional currencies
other than the U.S. dollar are included in Accumulated Other Comprehensive Income (Loss) in
shareholders equity. Movements in non-U.S. currency exchange rates may affect our competitive
position, as exchange rate changes may affect business practices and/or pricing strategies of
non-U.S. based competitors. Periodically, we use foreign currency contracts to hedge intercompany
receivables and payables, and transactions initiated in the United States that are denominated in
foreign currency.
Our Americas segment serves a number of U.S.-based clients using customer contact management center
capacity in the Philippines. Although the contracts with these clients are typically priced in U.S.
dollars, a substantial portion of the costs incurred to render services under these contracts are
denominated in Philippine pesos (PHP), which represent a foreign exchange exposure.
In order to hedge some of the exposure related to the anticipated cash flow requirements
denominated in PHP, we entered into non-deliverable forward contracts in March 2007 with several
financial institutions to acquire a total of PHP 2.5 billion through December 2007 at fixed prices
of $51.7 million U.S. dollars. As of March 31, 2007, we had total derivative liabilities associated
with these contracts of $0.2 million, which settle within the next nine months. The fair value of
these derivative instruments as of March 31, 2007 is presented in Note 3 of the accompanying
Condensed Consolidated Financial Statements. If the U.S. dollar/PHP exchange rate were to increase
or decrease by 10% from current period-end levels, we would not incur a material gain or loss on
the contracts. However, any gain or loss would be mitigated by corresponding gains or losses in our
underlying exposures.
In February 2007, we also entered into a non-deliverable forward contract to purchase PHP 385.3
million at a fixed price of $8.0 million to settle on March 30, 2007. Since this contract was not
designated as an accounting hedge, it was accounted for on a mark-to-market basis, with realized
and unrealized gains or losses recognized in the current period. As a result, we recognized a loss
of $0.03 million related to this contract, which is included in Other Income (Expense) in the
accompanying Condensed Consolidated Statement of Operations for the three months ended March 31,
2007.
Interest Rate Risk
Our exposure to interest rate risk results from variable debt outstanding under our $50.0 million
revolving credit facility. During the quarter ended March 31, 2007, we had no debt outstanding
under this credit facility; therefore, a one-point increase in the weighted average interest rate,
which generally equals the LIBOR rate plus an applicable margin, would not have had had a material
impact on our financial position or results of operations.
We have not historically used derivative instruments to manage exposure to changes in interest
rates.
Fluctuations in Quarterly Results
For the year ended December 31, 2006, quarterly revenues as a percentage of total consolidated
annual revenues were approximately 23%, 23%, 26% and 28%, respectively, for each of the respective
quarters of the year. We have experienced and anticipate that in the future we will continue to
experience variations in quarterly revenues. The variations are due to the timing of new contracts
and renewal of existing contracts, the timing and frequency of client spending for customer contact
management services, non-U.S. currency fluctuations, and the seasonal pattern of customer contact
management support and fulfillment services.
33
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2007
Item 4 Controls and Procedures
As of March 31, 2007, under the direction of our Chief Executive Officer and Chief Financial
Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a 15(e) under the Securities Exchange Act of 1934, as amended.
Our disclosure controls and procedures are designed to provide reasonable assurance that the
information required to be disclosed in our SEC reports is recorded, processed, summarized and
reported within the time period specified by the SECs rules and forms, and is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. We concluded that, as of March
31, 2007, our disclosure controls and procedures were effective at the reasonable assurance level.
There were no significant changes in our internal controls over financial reporting during the
quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
34
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2007
Part II OTHER INFORMATION
Item 1 Legal Proceedings
One of the Companys European subsidiaries has received several inquiries from a regulatory agency
related to privacy claims associated with the alleged inappropriate acquisition of personal bank
account information. Several of the inquiries have resulted in sanctions against the Company
approximating $0.8 million. In order to appeal the sanctions through the court system, the Company
issued a bank guarantee. Management believes that the sanctions made in connection with this matter
are without merit, and intends to vigorously pursue the reversal of the proposed sanctions. The
Company has recorded these amounts in Deferred Charges and Other Assets in the accompanying
Condensed Consolidated Balance Sheets as of March 31, 2007. The Company has not accrued any amounts
related to these claims under SFAS No. 5, Accounting for Contingencies because it does not
believe that a loss is probable, and it is not currently possible to reasonably estimate the amount
of any loss related to these claims.
From time to time, we are involved in legal actions arising in the ordinary course of business.
With respect to these matters, we believe that we have adequate legal defenses and/or provided
adequate accruals for related costs such that the ultimate outcome will not have a material adverse
effect on our future financial position or results of operations.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Below is a summary of stock repurchases for the quarter ended March 31, 2007 (in thousands, except
average price per share). See Note 9, Earnings Per Share, to the Condensed Consolidated Financial
Statements for information regarding our stock repurchase program.
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Maximum |
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|
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Total Number of |
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Number Of |
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|
|
|
|
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Shares Purchased |
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Shares That May |
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Average |
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as Part of |
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Yet Be |
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Total Number |
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Price |
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Publicly |
|
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Purchased |
|
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of Shares |
|
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Paid Per |
|
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Announced Plans |
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Under Plans or |
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Period |
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Purchased (1) |
|
|
Share |
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or Programs |
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Programs |
|
January 1, 2007 January 31, 2007 |
|
|
|
|
|
|
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1,644 |
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1,356 |
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February 1, 2007 February 28, 2007 |
|
|
|
|
|
|
|
|
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1,644 |
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|
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1,356 |
|
March 1, 2007 March 31, 2007 |
|
|
|
|
|
|
|
|
|
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1,644 |
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|
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1,356 |
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(1) |
|
All shares purchased as part of a repurchase plan publicly announced on August 5, 2002.
Total number of shares approved for repurchase under the plan was 3 million with no
expiration date. |
Item 6 Exhibits
The following documents are filed as an exhibit to this Report:
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15
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Awareness letter. |
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31.1
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Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
|
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31.2
|
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Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
|
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32.1
|
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Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
|
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32.2
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |
|
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99.1
|
|
Amendment No. 4 to Credit Agreement Among Sykes Enterprises,
Incorporated and Keybank National Association and BNP Paribas dated
May 4, 2007. |
35
Sykes Enterprises, Incorporated and Subsidiaries
Form 10-Q
For the Quarter Ended March 31, 2007
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SYKES ENTERPRISES, INCORPORATED |
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(Registrant) |
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Date: May 10, 2007
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By:
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/s/ W. Michael Kipphut |
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W. Michael Kipphut |
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Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer) |
36
EXHIBIT INDEX
|
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|
Exhibit |
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Number |
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15
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Awareness letter. |
|
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31.1
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Certification of Chief Executive Officer, pursuant to Rule 13a-14(a). |
|
|
|
31.2
|
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Certification of Chief Financial Officer, pursuant to Rule 13a-14(a). |
|
|
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32.1
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. §1350. |
|
|
|
32.2
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. §1350. |
|
|
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99.1
|
|
Amendment No. 4 to Credit Agreement Among Sykes Enterprises,
Incorporated and Keybank National Association and BNP Paribas dated
May 4, 2007. |